4: Statement of changes in beneficial ownership of securities
Published on October 13, 2026
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Volato Group, Inc. [ SOAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $0.1537 | 09/11/2026 | J | 9,601 | (1) | (2) | Common Stock | 40,073,506 | (3) | 9,601 | D | ||||
| Series A-1 Convertible Preferred Stock | $0.1537 | 09/11/2026 | J | 38,406 | (1) | (2) | Common Stock | 160,302,372 | (3) | 38,406 | D | ||||
| Series B-2 Warrant to Purchase Class A Common Stock | $0.8366 | 09/11/2026 | J | 329,130 | (4) | 08/12/2029 | Common Stock | 329,130 | (5) | 329,130 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.4183 | 09/11/2026 | J | 104,379 | (4) | 08/12/2029 | Common Stock | 104,379 | (5) | 104,379 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 10,272,030 | (4) | 02/27/2030 | Common Stock | 10,272,030 | (5) | 10,272,030 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 8,786,074 | (4) | 03/13/2031 | Common Stock | 8,786,074 | (5) | 8,786,074 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 1,905,810 | (4) | 11/01/2031 | Common Stock | 1,905,810 | (5) | 1,905,810 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 2,722,586 | (4) | 01/15/2032 | Common Stock | 2,722,586 | (5) | 2,722,586 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 2,722,586 | (4) | 06/20/2032 | Common Stock | 2,722,586 | (5) | 2,722,586 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 1,225,163 | (4) | 10/14/2032 | Common Stock | 1,225,163 | (5) | 1,225,163 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 2,341,716 | (4) | 12/18/2032 | Common Stock | 2,341,716 | (5) | 2,341,716 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 4,254,921 | (4) | 05/10/2033 | Common Stock | 4,254,921 | (5) | 4,254,921 | D | ||||
| Explanation of Responses: |
| 1. The Series A and Series A-1 preferred stock is convertible on or after the later of the Stockholder Approval Date and the Charter Amendment Effectiveness Date, each as defined in the applicable Certificate of Designations, except that if the Class A Common Stock ceases to be listed on the NYSE American or another Eligible Market, the preferred stock is convertible upon the Charter Amendment Effectiveness Date. |
| 2. The preferred stock is perpetual and therefore has no expiration date. |
| 3. Received on September 11, 2026 pursuant to the Agreement and Plan of Merger dated August 25, 2026, as amended, by and among the Issuer, Volato Alignment Merger Sub, LLC and Alignment Engine Inc. At the effective time of the merger, the capital stock of Alignment Engine Inc. held by the reporting person were converted into the right to receive the reported shares of preferred stock. Each share of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock has a Stated Value of $641.5267 and is convertible into the number of shares of Class A Common Stock equal to the Stated Value divided by the Conversion Price, initially $0.1537, subject to adjustment. Fractional shares are rounded up to the nearest whole share. |
| 4. The warrant is not exercisable until the Issuer's stockholders approve the exercise of the Volato options and warrants issued as part of the merger consideration. |
| 5. Issued on September 11, 2026 pursuant to the Agreement and Plan of Merger dated August 25, 2026, as amended, by and among the Issuer, Volato Alignment Merger Sub, LLC and Alignment Engine Inc. At the effective time of the merger, the reporting person's warrants to purchase common stock of Alignment Engine Inc. were cancelled and replaced with warrants to purchase Class A Common Stock of the Issuer, in amounts and at exercise prices reflecting the ratio of the merger consideration, as set forth in the Aligned Final Allocation Schedule. The warrants carry substantially the same terms, including vesting and duration, as the cancelled warrants. |
| /s/ Christopher Ensey | 10/13/2026 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.